Form 4: Celsius Director Sells Shares via Prepaid Forward Contract

Celsius Holdings Director Dean DeSantis settled a prepaid variable forward sale transaction, disposing of 375,000 common shares across two dates in December 2025.

Summary

• Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported changes in beneficial ownership.
• The transactions involved the settlement of three tranches of a Variable Prepaid Forward Sale (VPF) contract, originally entered into on November 3, 2022.
• On December 5, 2025, 187,500 shares of common stock were disposed of indirectly by CD Financial, LLC, an entity where DeSantis is a trustee.
• On December 8, 2025, an additional 187,500 shares of common stock were disposed of indirectly by CD Financial, LLC.
• The total number of shares disposed of across these two dates is 375,000.
• The settlement was full physical settlement, meaning the shares were delivered to an unaffiliated third-party buyer.
• The VPF contract terms dictated a cash payment to CD Financial, LLC, based on the volume-weighted average price (Settlement Price) relative to a Floor Price of $27.7675 and a Cap Price of $37.0234.
• Since the Settlement Price on both December 4, 2025, and December 5, 2025, was greater than the Cap Price, CD Financial, LLC received a cash payment of $9.2559 per share for the transferred shares.
• Following these transactions, the indirect beneficial ownership of common stock by CD Financial, LLC stands at 16,035,867 shares.

Sentiment

Score: 5

Explanation: The filing reports the settlement of a pre-arranged variable prepaid forward sale contract by a director and 10% owner. While it represents a significant disposal of shares, it was a planned transaction initiated in 2022, not a discretionary sale based on recent market conditions. The fact that the settlement price exceeded the cap price indicates a favorable market condition for the shares at the time of settlement.

Positives

• The transactions were part of a pre-arranged Variable Prepaid Forward Sale contract, indicating a planned disposition rather than an immediate reaction to market conditions.
• The Settlement Price was greater than the Cap Price ($37.0234), suggesting a favorable market price for Celsius stock at the time of settlement, leading to a specific cash payment of $9.2559 per share to CD Financial, LLC.

Negatives

• A significant number of shares (375,000) were disposed of by a director and 10% owner, which could be perceived by some investors as a reduction in insider holdings.

Future Outlook

No explicit future outlook or guidance is provided in this Form 4 filing.

Industry Context

This filing reports an insider transaction, which is specific to Celsius Holdings and its director. It does not directly provide broader industry trends, though insider selling can sometimes be interpreted in the context of general industry sentiment.

Comparison to Industry Standards

• This Form 4 reports a standard insider transaction involving the settlement of a Variable Prepaid Forward Sale contract, a common financial instrument used by large shareholders for planned dispositions or hedging.

Related Party Transactions

• The reported transactions involve CD Financial, LLC, which is beneficially owned by the Carl DeSantis Revocable Trust. Dean DeSantis, the reporting person, is a trustee of this trust and has shared voting and dispositive power over the shares, making this an indirect related party transaction.

Stakeholder Impact

• Shareholders: A reduction in insider ownership by a significant shareholder and director could be viewed with caution, though the pre-arranged nature of the transaction mitigates immediate negative interpretation. The cash received by CD Financial, LLC from the buyer (based on the VPF terms) is separate from the company's operational performance.

Key Dates

Recommendation

This Form 4 reports a pre-scheduled insider transaction, specifically the settlement of a Variable Prepaid Forward Sale contract initiated in 2022. While it involves a significant disposal of shares by a director and 10% owner, it is not a discretionary sale reflecting current sentiment. The fact that the settlement price exceeded the cap price indicates a strong market price for CELH shares at the time of settlement. Given the pre-arranged nature and lack of new operational or financial information, this filing alone does not warrant a change in investment stance. Investors should continue to hold based on the company's fundamentals and broader market conditions.

Keywords

Celsius Holdings, CELH, Dean DeSantis, Form 4, Insider Trading, Beneficial Ownership, Stock Sale, Prepaid Forward Contract, Director Transaction, 10% Owner